CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY OF IDEAA-Z AUTOMATION PRIVATE LIMITED

1. Preamble:

Corporate Social Responsibility (“CSR”) is the Company’s commitment to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical.

Ideaa-z Automation Private Limited (“the Company“) is committed to undertake CSR activities in accordance with the provisions of Section 135 of the Indian Companies Act, 2013 (“Act”) and related rules made thereunder. This CSR policy (“CSR policy”) covers current as well as proposed CSR activities to be undertaken by the Company and examining their alignment with Schedule VII of the Act as amended from time to time. It covers the CSR activities which are being carried out in India only and includes strategies that defines plans for future CSR activities.

2. Objectives:

The objective of the CSR policy is to:

• To develop a strategy for the Company’s CSR objectives.
• To establish relevance of potential CSR activities to the Company’s core values and create an overview of activities to be undertaken in line with Schedule VII of the Act.
• To establish a process and mechanism for the implementation and monitoring of the CSR activities for the Company.

3. Constitution of CSR Committee

Pursuant to the provisions of Section 135 of the Act and the regulation in India in the title of “Companies (Corporate Social Responsibility Policy) Rules, 2014” (“CSR Rules”), the CSR Committee, when required as per the Act, shall be formed. The Board of Directors hereby authorize and empowers the Directors of the Company to constitute or reconstitute the CSR committee (“CSR Committee”).

4. Meetings of CSR Committee

• The CSR Committee shall meet at least once annually.
• Members of the CSR Committee can mutually agree upon a time and place for the said meetings. A quorum for the meeting should be two. The members of the CSR Committee may participate in the meeting either in person or through telephone conferencing or other audio/visual means in accordance with the provisions of the Act and rules made thereunder from time to time.
• The Board of Directors shall be informed on the progress of various CSR projects at-least once a year.

5. Duties and Responsibilities of CSR Committee:

The following are the duties and responsibilities of the CSR Committee:

1. Formulate CSR Policy and recommend to the Board of Directors of the Company for his approval. Once the CSR policy is approved by the Board of Directors, the same shall be placed before the Board for their approval;
2. Recommend CSR activities as stated under Schedule VII of the Act;
3. Approve to undertake CSR activities and report the same in accordance with the CSR Rules;
4. Recommend the CSR Budget subject to the approval of the Board of Directors of the Company;
5. Spend the allocated CSR amount on the CSR activities/projects once it is approved by the Board of Directors of the Company in accordance with the Act and the CSR Rules;
6. Create transparent monitoring mechanism for implementation of CSR initiatives in India;
7. Submit progress reports to the Board of Directors of the Company at-least once a year, in respect of the CSR activities undertaken by the Company; and
8. Monitor CSR Policy from time to time.
9. Authorize executives of the Company to attend the CSR Committee meetings

6. Responsibilities of the Board of Directors

The following are the duties and responsibilities of the Board of Directors of the Company:

1. Approve the CSR Policy and take note of CSR expenditures on periodic bases.
2. Ensure the CSR spending every financial year of at least 2% of average net profits made during immediately preceding 3 financial years, in pursuance with the CSR Policy.
3. Ensure that CSR activities included in the CSR Policy are undertaken by the Company and that such activities are related to the activities specified in Schedule VII of the Act subject to the approval of Board of Directors of the Company.
4. Ensure disclosure of the contents of the CSR Policy on the Company’s website.
5. Ensure disclosure in the Board of Directors’ report pertaining to the following:
   • Contents of the CSR policy and constitution of the CSR Committee;
   • An annual report on the CSR in the prescribed format;
   • Reasons for failure (if any) to spend required amount on CSR activities.

7. CSR Expenditure

So long as required by law, in every financial year, the Company shall spend a minimum of 2% of its average net profits in the immediately preceding three (3) financial years. Average net profits shall mean the net profits of the Company as per the Profit & Loss Statement prepared in accordance with the Act. The net profits shall exclude the dividend received from other companies in India.

The CSR expenditure shall include all expenditure including contribution to corpus or on projects or programs relating to CSR activities approved by the Board of Directors of the Company on the recommendation of its CSR Committee but does not include any expenditure on an item not in conformity or not in line with activities stated under Schedule VII of the Act.

The CSR Expenditure shall not include projects or programs or activities undertaken outside India. Surplus arising out of the CSR initiatives shall not form part of the business profits of the Company.

8. CSR Activities:

The Company proposes to implement its CSR activities, as determined by the Board of Directors of the Company in certain of the various sectors stated hereunder, which fall within the purview of the Schedule VII of the Act:

• Water & Sanitation – may include but not limited to support for programmes making clean drinking water available, conservation, purification of water and proper sanitation facilities.
• Education – may include but not limited to construction and renovation of schools, libraries, science laboratories, etc., education infrastructure support to educational Institutions, educational programmes & nurturing talent at various levels.
• Health – may include but not limited to support for community health centres, mobile medical vans, dialysis centres, general and specialized health camps and outreach programmes, centres for elderly / disabled, support to HIV / AIDS programme.
• Skill Development – may include but not limited to vocational training such as skill building, computer training, women empowerment, support to ITI’s, support to specially abled (infrastructure support & vocational training), CSTI’s, providing employability skills at project sites, creating training centres.
• Governance and Technology would be the key drivers across all the CSR initiatives

The Company will review the sectors from time to time and make additions, deletions or clarifications to the above sectors.

9. CSR Initiatives

In line with Schedule VII of the Act and the CSR Rules, so long as required by law, the Company shall undertake CSR activities included in its annual CSR plan (“Annual CSR plan”), as recommended by the CSR Committee at the beginning of each year. The CSR Committee is authorized to approve any modification to the existing Annual CSR Plan or to propose any new program during the financial year under review.

The Annual CSR Plan is a yearly plan of CSR activities that would be placed before the Board of Directors of the Company based on recommendation of its CSR Committee which outlines inter alia the following aspects of CSR initiatives of the Company:

• Project Proposals
• Targeted Beneficiaries and their key needs
• Alignment with Schedule VII
• Project Goals and milestones
• Activities and Timelines including expected closure dates
• CSR Budget with projections
• Monitoring mechanism
• Progress reporting and frequency of reports
• Any other information as may be required by the CSR Committee.

The Company may collaborate with other affiliates or any other company as may be approved by CSR Committee to implement CSR activities and the same shall form a part of the Annual CSR plan. The Company may form trusts on its own to carry out CSR activities in accordance with the CSR Rules and to administer its CSR activities. The Company may also collaborate its CSR activities with other affiliates or any other company as may be eligible and approved by the Board of Directors of the Company, and towards this effort, the Company may jointly along with other affiliates or any other Company, to form Trusts to administer the CSR activities.

10. CSR Reporting

The Board of Directors in its annual report shall include the details of the CSR activities undertaken in the financial year.

The CSR Committee shall also provide a responsibility statement on the implementation and monitoring of the CSR Policy and that, it is in compliance with CSR objectives of the Company and such statement shall form part of the Directors’ report.

11. Website Display

The Company shall display on its website the contents of its CSR Policy and other information as may be required to be displayed as per the Companies Act, 2013 and the Companies (CSR) Rules, 2014.

12. Monitoring Mechanism

1. The CSR Committee shall be apprised on the implementation of the CSR activities and the progress shall be monitored twice a year basis.
2. The Company shall through its internal controls, monitoring and evaluation systems implement, assess, document and report the impact of its CSR activities/projects.
3. Records relating to the CSR activities and the CSR expenditure shall be accurately maintained.

13. Policy review and future amendment

The administration of the CSR Policy and the execution of identified CSR projects, programs and activities under it shall be carried out under the control and overall supervision of the CSR Committee and the Board of Directors of the Company. Further, the Board of Directors may revise / amend this CSR Policy based on the recommendations of the CSR committee or to bring the same in line with the guidelines or amendments issued from time to time by Government on the subject.

14. Failure to spend the CSR Money

If the Company fails to spend the required amount in a particular financial year, it is the duty of the Committee to submit a report in writing to the Board of Directors of the Company specifying the reasons for not spending the amount, which in turn shall be reported by the Board of Directors in their Annual Report pertaining to that particular Financial Year.